EMPLOYMENT AGREEMENT





         THIS EMPLOYMENT AGREEMENT (this "Agreement") by and among R&B Falcon

Corporation, a Delaware corporation ("RBF"), R&B Falcon Management Services,

Inc., a wholly owned subsidiary of RBF (the "Company"), and Jan Rask (the

"Executive"), dated this 15th day of July, 2002, but effective as of July 16,

2002 (the "Effective Date").



         WHEREAS, RBF and the Company desire to induce the Executive to enter

into an employment arrangement with RBF and the Company in order to have the

benefit of the Executive's services from and after the Effective Date and the

Company has agreed to provide compensation and benefits to the Executive in

consideration of the Executive's agreement to become employed by the Company;

and



         WHEREAS, the Executive desires to enter into an employment arrangement

with RBF and the Company and to perform services for the Company and serve as

Chief Executive Officer and President of RBF for the compensation and benefits

described herein; and



         WHEREAS, it is anticipated that RBF will transfer its deep-water

business to one or more subsidiaries of Transocean Inc. and seek to effect a

registered public offering of common stock of RBF, in which it is currently

expected that Transocean Inc. and its subsidiaries will be the sole seller of

shares; and



         NOW, THEREFORE, in consideration of the promises, terms and provisions

set forth herein, and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties agree as follows:



1.       Employment Period.



         The Company hereby agrees to employ the Executive and the Executive

hereby accepts such employment, subject to the terms and conditions of this

Agreement, for the period commencing on the Effective Date and ending on the

third anniversary of the Effective Date (the "Initial Term"). The Initial Term

(and each subsequent Renewal Term (defined herein)) shall be extended

automatically for an additional one (1)-year period (a "Renewal Term") unless

written notice that this Agreement will not be renewed is given by either party

to the other at least six (6) months prior to the expiration of the Initial Term

or any Renewal Term (collectively, the Initial Term and any Renewal Term shall

be referred to as the "Employment Period").



2.       Terms of Employment.



         (a)      Duties. During the Employment Period, the Executive shall

                  serve in the capacity of Chief Executive Officer and President

                  of RBF. During the Employment Period, and excluding any

                  periods of vacation and sick leave to which the Executive is

                  entitled, the Executive agrees to devote reasonable attention

                  and time during normal business hours to the business and

                  affairs of the Company and RBF and, to the extent necessary to

                  discharge the responsibilities assigned to the







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                  Executive under this Agreement and reasonable duties,

                  consistent with and normal for the position, given to the

                  Executive by the Board of Directors of RBF (the "Board") from

                  time to time, to use the Executive's reasonable best efforts

                  to perform faithfully and efficiently such responsibilities.

                  During the Employment Period, it shall not be a violation of

                  this Agreement for the Executive to (i) serve on corporate,

                  civic or charitable boards or committees, provided that such

                  service has been approved by the Board, (ii) deliver lectures

                  or fulfill speaking engagements and (iii) manage personal

                  investments, so long as all such activities described in

                  clauses (i), (ii) and (iii) do not significantly interfere

                  with the performance of the Executive's responsibilities as

                  the Chief Executive Officer and President in accordance with

                  this Agreement.



         (b)      Compensation. The Executive shall be entitled to receive the

                  compensation set forth below in consideration for his services

                  during the Employment Period.



                  (i)      Base Salary. The Executive shall receive an annual

                           base salary ("Annual Base Salary"), of five hundred

                           thirty thousand dollars ($530,000), which shall be

                           paid to the Executive in equal semi-monthly

                           installments throughout the year, consistent with

                           normal payroll practices of the Company. During the

                           Employment Period, the Annual Base Salary shall be

                           reviewed at least annually. Any increase in Annual

                           Base Salary shall not serve to limit or reduce any

                           other obligation to the Executive under this

                           Agreement. Annual Base Salary shall not be reduced

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